Prime Group Realty Trust Announces Approval of Merger with Five Mile
Capital Partners at Special Meeting of Common and Series B Preferred
Shareholders Held December 5, 2012

December 05, 2012 05:29 PM Eastern Standard Time

CHICAGO--(BUSINESS WIRE)--Prime Group Realty Trust (OTC PINK: PMGEP) (the “Company”) announced
today that the Company’s common and Series B preferred shareholders
approved the merger of the Company (the “Merger”) with an affiliate of
Five Mile Capital Partners LLC (“Five Mile”), a Connecticut-based
alternative investment and asset management company at a special meeting
held in Chicago. Under Maryland law and the Company’s charter, the
affirmative vote of the holders of a majority of the Company’s 6,250,000
outstanding common shares and at least 2/3rds of the Company’s 4,000,000
outstanding Series B preferred shares were required to approve the
Merger. (Five Mile holds 100% of the Company’s outstanding common shares
and 65.41% of the Series B preferred shares.) At today’s special
meeting, the Merger received the requisite votes required for approval:
All of the common shares of the Company, consisting of 6,250,000 common
shares, voted in favor of the Merger, and the vote of the Series B
preferred shares was 2,955,285 preferred shares in favor of the Merger
(including all shares owned by Five Mile), 90,608 preferred shares
against the Merger, and 600 abstentions. Accordingly, the Merger was
approved by 97% of the Series B preferred shares voting at the meeting
and 74% of the total number of issued and outstanding Series B preferred
shares.

As previously announced, on November 21, 2012, Ms. Patricia Fox (the
“plaintiff”) filed a putative class action lawsuit in the United States
District Court for the Northern District of Illinois against the
Company, the Company’s trustees and Five Mile and various of its
affiliates. Plaintiff seeks declaratory and injunctive relief, including
enjoining the completion of the proposed Merger. The Company believes
that the allegations contained in the complaint are without merit and is
defending the action vigorously. The Company and Five Mile will delay
the closing of the Merger until the earlier of December 13, 2012 or the
resolution of plaintiff’s motion for a preliminary injunction.

The instructions for receiving the merger consideration of $5.25 per
Series B preferred share will be sent to the Series B shareholders only
after the Merger is consummated. The paying agent will then arrange for
the prompt payment of the merger consideration to each Series B
shareholder following receipt of the Series B preferred share
certificates and other required documents. In the event that the Company
and Five Mile are preliminarily enjoined from completing the Merger
transaction, the merger agreement may terminate.

About Prime Group Realty Trust

Prime Group Realty Trust is a self-administered and self-managed real
estate investment trust (REIT) which owns, manages, leases, develops and
redevelops office and industrial real estate in metropolitan Chicago.
The Company currently owns 1 office property containing an aggregate of
167,756 net rentable square feet and interests in one joint venture that
owns one office property comprised of approximately 1.14 million net
rentable square feet. The Company leases and manages approximately 1.31
million square feet comprising all of its wholly-owned properties and
its 330 N. Wabash Avenue joint venture property. For more information
about Prime Group Realty Trust, contact the Company's Chicago
headquarters at (312) 917-1300 or visit its website at www.pgrt.com.

About Five Mile Capital Partners

Five Mile Capital Partners LLC is an alternative investment and asset
management company established in 2003. The firm specializes in
investment opportunities in real estate, debt products, structured
finance, asset-based lending and financial services private equity. Five
Mile’s Principals have significant experience, knowledge and skills
relevant to the financial services industry and believe the cyclical and
dynamic nature of the sector continually provides a broad opportunity
for investments across the capital structure. The Firm’s headquarters
are based in Stamford, Connecticut with an office in New York City. Five
Mile has approximately $2 billion in assets under management. For more
information, visit www.fivemilecapital.com.

This press release contains certain forward-looking statements which
involve known or unknown risks, uncertainties or other factors not under
the Company’s control which may cause the actual results, performance or
achievement of the Company to be materially different from the results,
performance or other expectations implied by these forward-looking
statements.